ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
INTRODUCTION
Approach to ESG
Integrated Wind Solutions ASA was established with the ambition of contributing to the ramp-up of offshore wind power as a part of the transition to renewable energy sources. The Company aims to take a leading role in this transition by providing a suite of services, ranging from the operation of service vessels to engineering, construction, and maintenance services, as well as consultancy for different stages of windfarm construction and operations.
To a large extent, the services are supplied through the Company’s subsidiaries, IWS Fleet, IWS Services, and the associated company, PEAK Wind. This means that the largest opportunity for IWS to have a significant impact on environmental, social and governance issues is through the influence and the requirements provided to these companies. The below sections outline not only matters for IWS directly, but also give a summary of expectations and actions from the individual group companies.
As a step towards structuring and focusing the work on social responsibility across all companies in the group, IWS has implemented a common set of KPIs that are reported by each group company on a quarterly basis The KPIs include information on Social, Environmental, Quality, and Governance, and will allow comparison and aggregation to evaluate the status and progress of the Group in each area. Targets and benchmarking are based on the initial reporting from 2022.
ENVIRONMENTAL IMPACTS
The companies in the Group offer services of varying natures and, therefore, have significantly different environmental impacts. Environmental goals and actions are therefore stated separately by company/segment
Environmental KPIs for Scope 1 and 2 emissions, as per the GHG Protocol, energy mix, and company policies and strategies, are gathered and aggregated for subsidiaries within the group.
Stakeholders and material issues
IWS’ main stakeholders are our employees, customers, suppliers, regulators, lenders and investors. An assessment of the issues that are important to our stakeholders guides where we focus our efforts and what is considered most material for the Group. These areas also outline where we believe IWS can make a meaningful contribution toward solving the global challenges summarised in UN’s Sustainable Development Goals (SDGs).
Based on the assessment, the primary material issues for IWS are still the environmental impact of our operations, in particular greenhouse gas emissions, and the health and safety of personnel employed by the group, working on our vessels and at our sites.
These primary issues mentioned align with the UN SDG No. 7 – Affordable and clean energy, 13 – Climate action and 14 – Life below water.
In addition, we will strive to contribute toward SDG 8 –Decent work and economic growth
Finally, IWS will focus on upholding high ethical standards and human rights, and prevent potential issues of human trafficking and modern slavery, both within the Group and in our supply chain.
Integrated Wind Solutions ASA
Integrated Wind Solutions ASA operates with a small number of employees in an office environment, and its direct negative environmental impacts are primarily related to energy use and waste for office facilities, as well as emissions associated with employee travel.
In 2024, there were no recorded Scope 1 emissions for Integrated Wind Solutions ASA. Scope 2 emissions from office locations amount to roughly 0.29 tCO2e for 2024
IWS ASA has established an agreement to guarantee that 100% of the electricity consumed by our office originates from green energy sources
Through its role as a leading service provider in the renewable energy sector, IWS has a significant positive impact on reductions of greenhouse gas emissions both directly through the use of modern, low emissions vessels and equipment, and increased efficiency in the operation of the wind farms.
IWS aims to be an integrated part of the renewables industry and does not have any revenue streams from the exploration, production, or distribution of fossil fuels.
IWS Fleet
IWS Fleet, as an operator of CSOVs, has environmental impacts from the construction and operations of the vessels. The company has a goal of zero emissions to both sea and land.
At the current stage of operations, the main impacts are the resource use and emissions related to CSOVs in operation, as well as the emissions from the construction of CSOVs that are still under construction.
CSOV operation
IWS Fleet has in place a management system certified according to ISO 14001 - Environmental management. The management system and processes in place ensure that the vessels will be operated in a way that continuously improves and reduces our environmental impacts.
The vessels’ design is optimised for high efficiency and consequently low emissions to the air. Among the features contributing to the high efficiency are:
- Double-ended design – improving dynamic positioning (DP) capability and quick turnaround at wind turbines
- Extended battery capacity, enabling optimised and part-time zero-emissions operation
- Solar panels
- Energy-saving features for onboard HVAC and lighting systems
The Norwegian Ministry of Climate and Environment through Enova granted funding to support the environmental initiatives on IWS’ CSOVs advanced technology that helps in reducing annual emissions by more than 1,300t CO2 equivalents per vessel. This is granted for all six sister vessels.
The vessels are the first in the industry to have the “DNV SILENT” notation, which focuses on minimizing the impact of noise on marine life below water.
IWS Skywalker, IWS Windwalker and IWS Seawalker started their client operations in 2024. These three vessels combined emitted about 9,300 tCO2e during these operations (scope 1) During 2024 the vessels produced 16,600 kWh of solar power.
CSOV construction
The first CSOV, IWS Skywalker, was delivered at the end of 2023. IWS Windwalker, IWS Seawalker and IWS Starwalker were all delivered in 2024, and the final two CSOVs are in construction. IWS Fleet has conducted an assessment of the total equivalent GHG emissions resulting from the construction and mobilisation of these vessels, and is evaluating the best ways to compensate for this environmental impact to provide vessels that are constructed in a carbon-neutral manner. Based on the assessment, each vessel contributes approximately 10,900 tons of CO2 emissions at the time of delivery from the yard The aggregated construction and sailing from CMHI shipyard to Europe for IWS Windwalker, IWS Seawalker and IWS Starwalker contributed a total 7,600 tCO2e in 2024 (scope 1).
Office operations
Scope 2 emissions for office operations for IWS Fleet are included in the calculations for IWS ASA, as the Group shares locations
IWS Services
IWS Services works with both construction and consultancy related to offshore wind. The group has a large focus on sustainability in its work and has positive impacts as an integral part of the transition to renewable energy.
The main environmental impacts from the segment originate from the construction services. This work is certified according to ISO 14001 - Environmental management. IWS Services actively works to reduce its environmental impact by minimising travel, compensating for unavoidable travel, and choosing more environmentally friendly company cars, offices, consumables, and components. Scope 1 and 2 emissions were not reported for IWS Services in the period.
HEALTH AND SAFETY
The safety and well-being of the employees of IWS and its subsidiaries are a top priority for the company. Our objective is to have zero accidents and zero personnel injuries. We will work towards this goal by fostering a clear culture of prioritising safety and always taking the time to perform operations in a safe manner, as well as by continuously improving through the promotion of best practices identified through our own operations and from the rest of the industry.
KPIs on incidents, injuries, near-miss reporting and sick days are continuously recorded.
Integrated Wind Solutions ASA
The operations of IWS are conducted in a controlled environment, with risks to a large extent related to travel and visits to sites of the subsidiaries or suppliers.
There have been no fatalities, personnel injuries, or accidents in IWS in 2024
IWS Fleet
The construction of vessels at a shipyard is an activity with significant hazards for personnel on site, and IWS Fleet has a high priority for ensuring that the site team present at the shipyard is experienced, well-trained and with the proper equipment and safety mindset to minimise the risk of injuries during the construction period.
The company’s management system is certified according to ISO 45001 – Occupational health and safety and ISO 9001 – Quality management systems, including project-specific procedures for the construction project. The procedures include the identification and reporting of hazardous situations occurring at the shipyard, integration with the yard procedures for work planning and risk assessment, and regular follow-up of any accidents, near misses or nonconformities that may occur at the yard, with the aim of identifying lessons that reduce the risk of reoccurrence.
There have been no fatalities in IWS Fleet in 2024. One Lost Time Injury occurred in the fleet in 2024. The injured crew member has fully recovered with no longterm impact and has returned to work. In total, over 600,000 working hours were completed for the offices and sites of IWS Fleet, including contractors.
IWS Fleet has a strong focus on employing and training suitable and motivated crew, constructing safe and effective vessels, and preparing comprehensive, suitable and safe procedures.
IWS Services
The consultancy operations are conducted in a controlled environment, with risks largely related to travel and customer visits.
Through the activities related to engineering, preassembly and installation in the construction services, IWS Services has significant hazards related to its operations. To minimise the risk to personnel, this part of the group has extensive policies and procedures guiding their safe operations, and their management system is certified to ISO 9001 – Quality management systems and ISO 45001 – Occupational health and safety. There have been no fatalities in IWS Services in 2024. Two Lost Time Injuries occurred at sites in 2024.
Gender equality
The Group strives to ensure equal opportunities and effective participation in all areas of the organisation. This includes onboard the vessels, which has traditionally been a male-dominated area. The current status for the subsidiaries is set out below. The numbers include all workers employed on a permanent basis and on contracts.
Gender balance (percentage of women in the workforce) Segment 2024 2023 Integrated Wind
Modern slavery
IWS strictly prohibits the use of forced labour, child labour, and human trafficking in all company operations and in our global supply chain.
Suppliers undergo a screening process, with thoroughness based on the scope of their delivery. Major suppliers, such as the shipyard constructing CSOVs for IWS Fleet, are audited for compliance with the expected standards, and areas of improvement are followed up with the supplier.
Any employee of IWS and its subsidiaries is expected to report any concerns regarding modern slavery or human trafficking as per the company reporting procedure. There were no reports in 2024
IWS publishes its Transparency Act Report on the Group’s website. An updated report for 2024 will be published on the Group’s website by 30 June 2025.
Anti-corruption
IWS has a zero-tolerance policy towards bribery and corruption in any form. IWS strives for fair and open competition in all markets, both domestically and
internationally. Our policy is to comply with all applicable laws, governmental rules, and regulations in the countries where we operate
This policy applies to all entities controlled by the company and their employees, as well as to workers and third-party consultants acting on behalf of the Company, wherever they are located.
The company has guidelines for hospitality, gifts and entertainment to ensure employees are aware of when and how such practices may be acceptable.
KPI tracking related to corruption was initiated in 2022 for IWS and its subsidiaries, and continues to be an ongoing effort as of 2024.
There were no operations in countries with high corruption risk (bottom 20 according to the TICP index) in 2024. There were no monetary fines or requested facilitation payments reported in 2024.
IWS has not become aware of any breaches of the company’s policy on anti-corruption in 2024.
CORPORATE GOVERNANCE
Integrated Wind Solutions ASA has adopted the principles of the Norwegian Code of Practice for Corporate Governance, dated 14 October 2021 (the «Code of Practice»), as outlined in the sections below. This description follows the same structure as the Code of Practice and covers all sections thereof. Expected deviations from the Code of Practice, if any, are discussed under the relevant section.
1 IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE
The Board of Directors shall ensure that appropriate goals and strategies are adopted, that the adopted strategies are implemented in practice and that the results achieved are subject to measurement and follow-up. The principles shall also contribute to ensuring that the activities of the Company are subject to adequate controls. Appropriate distribution of roles and adequate controls shall contribute to the largest possible value creation over time for the benefit of the owners and other stakeholders.
2 THE BUSINESS
According to the Company’s articles of association, its purpose is to “contract, own and operate vessels for the offshore wind sector, as well as rendering of services to the offshore wind sector and everything related to this.”
The Company's principal objectives and strategies are presented in the annual report and subject to annual assessments.
The annual report includes a separate section describing the Company’s social responsibility policy
3 EQUITY AND DIVIDENDS
The Group’s equity is assessed as appropriate based on its objectives, strategies and risk profile. Book equity on 31 December 2024 was EUR 189 0 million, and total assets were EUR 317 3 million, giving an equity ratio of 60% at year-end.
The Group’s long-term objective is to pay a regular dividend and to maximise return on invested capital. Any future potential dividends declared will be at the discretion of the Board of Directors and will depend upon the Group's financial position, earnings, debt covenants, capital requirements and other factors. Dividends will be proposed by the Board for approval by the General Meeting
To the extent it is considered desirable, the Company will raise new equity in the capital markets
4 EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH RELATED PARTIES
The Company has one class of shares, and each share has one vote at the General Meeting
Any transactions the Company carries out in its own shares are carried out through the stock exchange and at prevailing stock exchange prices.
In the event of any material transactions between the Company and shareholders, Directors or close associates thereof, the transactions will be conducted on arm’s length terms, and the Board of Directors shall consider arranging for an independent assessment of the transaction.
5 FREELY NEGOTIABLE SHARES
The shares of the Company are listed on Euronext Oslo Børs All issued shares carry equal shareholder rights in all respects, and there are no restrictions on the transfer of shares. The articles of association place no restrictions on voting rights.
6 GENERAL MEETINGS
The Annual General Meeting will normally take place in the second quarter of each year, and latest by 30 June. Notice of the meeting will normally be published through the Oslo Stock Exchange distribution channel and the Company’s website. Documentation containing the information necessary for the shareholders to make decisions on all the items on the agenda will simultaneously be made available on the Company’s website and will only be sent to shareholders who request the documentation on paper.
Registration is made in writing or by e-mail. The Board wishes to make efforts to enable as many shareholders as possible to attend. Shareholders who are not able to attend are invited to meet by proxy, and efforts will be made for the proxies to relate to each individual item on the agenda.
The General Meeting will be chaired by the Chair of the Board unless otherwise agreed by a majority of those shares represented at the meeting.
7 NOMINATION COMMITTEE
The Company established in 2022 a Nomination Committee, which has the responsibility of proposing members to the Board of Directors and members of the Nomination Committee
The members of the Nomination committee’s period of service shall be two years unless the General Meeting decides otherwise. No member of the company’s board of directors should be a member of its nomination committee.
The Nomination Committee is to maintain contact with shareholder groups, members of the Board of Directors and the Company’s executive personnel in its work with proposing members to the Board of Directors.
The current Nomination Committee consists of Eric Jacobs (Awilhelmsen legal counsel) and Katarina Hammar (Head of Investment Stewardship at Nordea Asset Management).
8 THE BOARD OF DIRECTORS; COMPOSITION AND INDEPENDENCE
The Company’s Board of Directors shall comprise three to five directors pursuant to the decision of the General Meeting. The Directors are elected for a period of two years unless otherwise determined by the General Meeting. The Board appoints the Chair amongst the elected Board members.
The composition of the Board of Directors aims to ensure that the interests of all shareholders are represented. Currently, two of the five directors are independent from the principal shareholder of the Company
9 THE WORK OF THE BOARD OF DIRECTORS
The Board’s statutory duties include the overall administration and management of the Company.
The allocation of responsibilities and tasks within the Board of Directors is regularly discussed and monitored. The Board is regularly briefed on the Company’s financial and operational situation, the market situation, liquidity situation and cash flow forecast, as well as any changes in the competitive landscape. The Board performs a yearly evaluation of its work.
Following the conversion to a public limited liability company in February 2022, the Board established on 7 April 2022 an Audit committee and a Remuneration committee.
The Audit committee consists of Jens-Julius Ramdahl Nygaard and Synne Syrrist. The auditor shall participate in discussions of relevant agenda items in meetings of
the Audit committee. The committee shall hold separate meetings with the auditor and the CEO at least once a year.
The Remuneration committee consists of Sigurd E. Thorvildsen, Cathrine Haavind and Daniel Gold. The Remuneration committee prepares guidelines and proposals regarding the remuneration of executive personnel, which are reviewed and resolved by the Board of Directors.
10 RISK MANAGEMENT AND INTERNAL CONTROL
The Board ensures that the Company has satisfactory internal control procedures to manage its exposure to risks related to the conduct of its business, including social responsibility, to ensure compliance with laws and regulations, and to support the quality of its financial reporting. Additionally, the Board is regularly briefed on the Company as described in section 9 above.
The Company has established an Audit committee that regularly evaluates and discusses the various risk elements of IWS, and the potential for improvement. The Audit committee reports to the Board.
The Group’s main goal is the safe and efficient operation of its vessels and rendering of services, with no accidents, personal injury, environmental damage, or damage to equipment. The operation of technical management and newbuildings is closely monitored through dedicated supervision and safety reporting systems.
11 REMUNERATION OF THE BOARD OF DIRECTORS
The remuneration of the Board shall reflect the Board’s responsibilities, know-how, time commitment and the complexity of the business activities. The directors do not receive profit-related remuneration, share options or retirement benefits from the Company. More information about the remuneration of the individual directors is provided in Note 6 to the consolidated accounts.
Directors or their related companies shall not undertake special tasks for the Company in addition to the directorship.
12 REMUNERATION OF EXECUTIVE PERSONNEL
The Board has drawn up guidelines for determining executive compensation, which is based on a base salary and a bonus program
For information about remuneration of executive personnel see Note 6 to the consolidated accounts.
13 INFORMATION AND COMMUNICATION
The Company aims to keep shareholders, analysts, investors, and other stakeholders continuously updated on the Company’s operations and performance. The Company provides information to the market through quarterly and annual reports, investor- and analyst presentations open to the media, and by making operational and financial information available on the Company’s website. Information of importance is made available to the stock market through notification to the Oslo Stock Exchange in accordance with the Stock Exchange regulations. Information is provided in English.
All stock exchange announcements and press releases, including the financial calendar, are made available on the Company’s website.
14 TAKE-OVER
The Company’s Articles of Association contain no defence mechanism against the acquisition of shares, and no other actions have been taken to limit the opportunity of acquiring shares in the Company.
In the event of a takeover bid, the Board will seek to comply with the recommendations outlined in item 14 of the Code of Practice. If a bid has been received, the Board will seek to issue a statement evaluating the offer
and make recommendations as to whether the shareholders should accept the offer or not. Normally it will be required to arrange a valuation from an independent expert. If the Board finds that it is unable to give a recommendation, the Board will explain the reason for not giving a recommendation. The statement should show whether the decision was unanimous, and if not, the background for why certain Board members did not adhere to the statement.
If a situation occurs where the Board proposes to dispose of all or a substantial part of the activities of the Company such a proposal will be placed before the General Meeting.
15 AUDITOR
The auditor is appointed by the General Meeting, which also determines the auditor’s fee. The auditor attends the Board of Directors’ review and discussion of the annual accounts. The Board of Directors minimum holds one annual meeting with the auditor without the CEO or other members of the executive group being in attendance.
The Company’s management regularly holds meetings with the auditor, in which accounting principles and internal control routines are reviewed and discussed.
The auditor shall annually confirm compliance with the applicable independence rules and regulations in legislation and the audit firm’s internal independence standards. Auditor’s fees are disclosed in Note 7 to the consolidated accounts.
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures (APMs), i.e. financial performance measures not within the applicable financial reporting framework, are used by the Group to provide supplemental information to the stakeholders. Financial APMs are intended to enhance the comparability of the results and cash flows from period to period, and it is the Group’s experience that these are frequently used by analysts and investors.
The APMs are adjusted IFRS measures that are defined, calculated, and used consistently over time. Operational measures such as, but not limited to, volumes and utilisation are not defined as financial APMs. Financial APMs should not be considered as a substitute for measures of performance in accordance with IFRS. Disclosures of APMs are subject to established internal control procedures.
The Group’s financial APMs are:
• EBIT: Operating revenue - Operating expensesAdministration expenses - Depreciation and amortisation
• EBITDA: EBIT + Depreciation and amortisation
• Book equity ratio: Total equity / Total assets
The reconciliation of Total revenue, EBIT and EBITDA with IFRS figures can be derived directly from the Group’s consolidated Income statement
